Marvel: Adaptation
by SilverWarriorWolf
Summary: Billy is lost and alone in an alien future. How can he adapt to his new surroundings when an old foe rears his head?
1. Chapter 1

Billy kept as quiet as possible as he crept back into the bus stop where he had been taking shelter the last couple of nights. He had no intention of being met by anyone, police or otherwise, lest they start asking too many questions. Unfortunately, he had not been able to find a place quite like his old warehouse, and he still had trouble finding anywhere or anyone he had known, so until had could find some way to adapt, he was just going to have to keep to himself.

At times, this did have its benefits. It made it easier to get in and out as Captain Marvel, anyway. Ironically enough, those were about the only times he had any amount of peace. Despite the new time period he was in, it appeared that Captain Marvel was just as welcome in Fawcett City as he had ever been. There had always been other superheroes in the other time, like Bullet Man and Bullet Girl, Ibis the Invincible, and Spy Smasher, but it appeared that in the time since he had fallen asleep, their numbers had grown. There were now hundreds of heroes, all over the world, and for the most part, the public loved them. Thus, as Captain Marvel started to become active in Fawcett again, he was pretty much welcomed in with opened arms as the city celebrated having their own hero once more.

Billy Batson, however, was another matter. He never let anyone know exactly who he was, lest be he labeled a lunatic, but he was still promptly labeled as something potentially worse: an idiot. Billy tried his hardest to fit in to his new environment, but it was tough. His first impression, that the world was large and loud now, and he couldn't understand the technological developments. At first, when he didn't understand something, he asked questions from the people around him. He was usually just told to Google it, and when he then asked what a "google" was, the reply was just an impatient statement that they didn't have the time for this and he should just go off. Eventually, he stopped asking.

The fact was that Billy was struggling to adapt to his new environment, and for whatever reason no one was interested in helping him. He felt this sting hard, and it didn't help when he tried to teach himself and made little to no progress.

What he had learned well enough was that screens were omnipresent in this day and age. Where in his time, such screens were limited to movie theaters and the increasingly common television set, they now were everywhere. In just the week and a half since he had returned, Billy had found screens on bill boards, in stores, on the sides of buildings, even one (to his distress) in a public bathroom. They were just something that apparently the people of this time loved, and so he was forcing himself to come to ignore them.

Thus, as he huddled behind the bench, he paid no heed when he heard a voice speak to him. "There you are, cub. Come, wake up."

Billy ignored the voice, supposing it was some screen like the others he had so often seen. It wasn't until he felt a paw on his back that he looked over. "I'm not-Tawny!"

He reacted fast, scooping up the cat in his arms. At the moment, Tawny was in his feral cat form, which though still large, made the action infinitely easier than if he had been a tiger. At that moment, Billy couldn't think of anyone more welcome. "Tawny, you're still alive!"

Tawny seemed just as relieved to see Billy, and he returned the affectionate greeting. "Indeed, kit, but that shouldn't be a surprise. A hundred years is no time for me. For you it is another matter though. How did you survive, and completely unchanged?"

Billy set Tawny down and pulled his legs close to his chest once more. "I don't know," he replied. "I found some statues that were releasing a mist, and after I took them down and sealed them off, I went to sleep, and when I woke up, I was here. It was even affecting me as Captain Marvel, so I have no idea what it was."

The cat closed his eyes, clearly deep in thought. "It must have been the dark magic of Pride. Only something to that power level would be able to affect the Champion in his full form. It was as Shazam feared."

"That's right, the Wizard!" Billy looked up, remembering the other troubles he had run into. "I can't find the way to the Rock of Eternity. What's going on?"

"I'm afraid since you began your nap, much has changed." Tawny took a breath. "Of course, we knew you weren't dead, though all the humans believed it so. Shazam could still sense your life, though he could not reach you, and you yourself had deemed it unwise to send anyone to find you. Thus, we elected to wait, and hope that no problems arose in your absence."

Billy caught the tone in his friend's voice. "I'm guessing it didn't work out.

Tawny gave a chuckle. "You are quite an astute cub. Indeed, it did not. For the first set of decades, all was well. New champions arose, though not by Shazam's hand, and potential dangers were warded off. All seemed well, until one day around fifteen years ago, the very Rock came under attack."

Hearing this comment, Billy's eyes opened wide. "What!? How could someone attack the Rock of Eternity?"

"We still don't know." Tawny looked morose. "There were two people at the helm, a man and a woman. The man had no power, but the woman was a witch of great strength. She was not, of course, a complete match for Shazam while he was in the Rock of Eternity, but she was strong enough to crack the foundations. A few artifacts were stolen, most notably the Holding Flask and the Scarab of Teth Adam, before the invaders backed down."

Billy already knew well the story of the champion that had come before him, and why the disappearance of the Scarab was bad. "Is Black Adam out there?"

"For the time being, no." Tawny's answer brought much relief, though he wasn't finished. "I'm afraid that isn't the end to our trouble, though. Because of the damage done to the Rock of Eternity, the divide between the Seven Realms has been broken. In response, Shazam has sealed off the Rock to hold back illicit travel, though it is only minorly effective."

This was all new to Billy. "The Seven Realms? What are those?"

"They will be explained later, Tawny replied. "Right now, just be warned; due to the damage to the Rock, your powers might be affected. I don't know how, but until we are certain of the effects, please be careful."

"Affected?" Billy cocked his head. "How? Am I weaker now?"

"I don't know, but-" Tawny started, but then he looked up. "Humans are about here, I must go before I am heard. Just know that it means you may be running into others like me; others with magic, and with your powers changed, they may be more of a threat."

"Wait, what should I do now?" Billy was in distress, not certain where to go next.

Tawny froze for a moment in thought, then he spoke. "Cub, I know you will not like this answer, as you never liked it before, but find a home that will take you in."

It was now Billy's turn to freeze. "I can take care of myself."

"Back in your time, you could take care of yourself, at least to a better degree than others your age," Tawny corrected, "which is why I tolerated that response then. This, however, is a different time, and as you already know, things have vastly changed. Especially after damage was done to the Rock. You don't know or understand this world, both the magical and non-magic parts, and you will need help to acclimate to it. At the very least, a home would provide some defense against the magic, as magical creatures are not allowed in those uninvited. There's also more mundane issues, like hygiene and nourishment. When was the last time you ate something other than garbage?"

Billy balked. "I'm sure I'll find something."

Tawny gave a sigh. "William, I know you value your independence, but it is a different, potentially more dangerous time. I warn you, if it reaches the point that you are putting your life at risk, and you have not found a home for yourself, _I_ will find one for you. Now, I must go. I will find you when I can, but there is important business I must fulfill first."

"Yeah, but-!" Billy started, but the cat had already disappeared.

* * *

Dawn found Billy still huddled behind the bus stop bench. After Tawny had rushed off, he had slipped back to sleep, trying to get as much rest as he could for the day ahead. True, it wasn't exactly the most comfortable of quarters, but Billy had slept in worse, so it would do.

As morning light woke him, he realized he had a tougher job ahead of him: finding breakfast. Back in his own time, he would have gone out to Mrs. Abraham's bakery, since the old lady had a soft spot for him. However, the old bakery was long gone, and something called an electronics store was sitting in its place. He wasn't sure what that was, as the things they sold looked so strange and alien, but he didn't think they were edible.

Eventually, he decided his best course of action would be to find a cafe. If they were serving breakfast right now, there might be a chance he could get some leftover scraps before the waiters came and cleared the dishes away. It wouldn't be much, but at least he wouldn't go hungry.

It took him an hour and a half before he finally stumbled on a place that fit his needs. It was a newer shop, with both indoor and outdoor seating. Of course, no one was outside at the moment, considering the cold and snow, but it was still active.

Moving in, Billy kept close to the café entrance, watching the tables close to see if anyone was going to leave with food still on their plates. Soon, he got his chance. Two older men got up and left, leaving a quarter of a bagel and a few scraps of sausage and scrambled egg behind.

Seeing his opportunity, Billy raced in. He shoveled the remainder of the scrambled egg into his mouth first, hardly taking time to chew, before tearing into one the sausages. He had just grabbed the bagel when he felt someone push him aside.

"Hey, scram!" a waiter shouted, pushing him towards the door. "Get out of here!"

Billy didn't wait. He knew these places didn't like street urchins hanging around, and he had not intention being hit or having the cops called on him. Keeping the bagel gripped in one hand, he hurried out and ran away.

Once more all on his own, he ate the bagel as slowly as possible as he wandered down the street. He no doubt looked odd, in long-outdated clothes that were now ragged and threadbare, covered only by a torn coat he'd discovered in the dumpster. Thankfully, it appeared that "odd" just didn't attract too much attention, as he was pretty much allowed to move about unnoticed.

He soon finished off the last crumbs of the bagel, and his mind turned to his next meal. Of course, the bits he had gotten in the café weren't quiet enough, but he wanted to rest a bit before he tried another stunt like that again.

Licking the remainder of the butter off his fingertips, he looked around to see if there was any shelter he might be able to take without being chased off. Not much. This was one of the nicer areas of the city, not too far off from where the houses were. He never went by the houses themselves, as people tended not to like urchins loitering on their property, but there was always public places like the library, where he could warm himself without someone throwing him out. Heck, they occasionally even had free food, which would be much more than welcome.

As he was searching, however, he heard sounds of shouting and a struggle, and they sounded like kids. "Let him go!"

"Shut it!"

"You can't-off!"

"Get off, you big bully!"

"What's the little-ow! She bit me!"

 **Smack!**

Without hesitation, Billy realized there was some sort of fight going on. Considering the ages of the voices, he supposed this wasn't quite at the level that might require Captain Marvel, and he wasn't sure he had a place to transform anyway. However, there was still something Billy Batson could do.

Hurrying over, he found four teen boys bothering a set of five kids. One of the teens was holding back a girl by her hair and wrist, and another had a black-haired kid with glasses in a headlock while he was sitting on a bigger boy in a green coat. A dark-skinned little girl was sprawled in the snow, apparently the recipient of the slap Billy had heard. The final two boys were holding another black-haired kid in against the wall and holding a knife against his throat, and a pair of crutches lay discarded nearby. The kids were fighting valiantly, but they were outmatched by their older, larger opponents.

Realizing what was happening, Billy decided he couldn't stay back. "Hey! Leave them alone!"

Hearing the shout, all eyes turned to him. One of the bigger boys who had been holding his captive against the wall let him slip. "Keep Freeman pinned," he told his knife wielding crony. "I'll deal with the rat."

He came over, smirking cruelly at Billy. He was a good half to three quarters of a foot taller than Billy. "What? Does little ratty think we're being mean?"

"Mean is not quite the word for it." Despite the size difference, Billy was completely unafraid. The teens were clearly cruel, but they were also clearly inexperienced and cowardly. "I'd think more sadistic. Cowardly would be another term I'd bring up."

"Cowardly?" The smirk melted and turned into a sneer. "You want to say that again, rat?"

Billy gave a snorting laugh. "Well, you're clearly attacking opponents who don't have a chance of fighting back. They're mostly younger and smaller than you, and one of them is using crutches, so they don't stand a chance of physically threatening you. That would only mean that you are the aggressors, and thus, are cowards because you are attacking opponents who cannot fight back."

As he spoke, the teens' victims called out, trying to stop him from getting himself into trouble. However, their cries were drowned out by the teens snarling at them to shut up.

The teen who was towering over Billy moved fast, grabbing him by the collar and hauling him against the wall. "You think you're better than us, huh, rat? You think you can take us?"

Wrinkling his nose at the smell of the bully's breath, Billy made a face. "I'm sure I'd do better than you'd think."

The response was exactly what Billy supposed it would be. "I'd like to see you try it, rat."

Giving a sigh, Billy turned. "I'd like it noted that he literally asked for this."

Without another word, he lifted his legs and delivered an unexpectedly powerful kick to the teen's stomach. The sudden blow forced all the air out of the aggressor's lungs, and he was forced to drop Billy.

The young hero didn't have much time to recover, however, because as soon as he had laid out the one aggressor, the other cronies came in. Billy was outnumbered and outsized, but he did have once major advantage.

While he could not access the Strength of Hercules, the Stamina of Atlas, the Power of Zeus, and the Speed of Mercury while as Billy Batson, he could access the two other powers. Though not as strong as when he was Captain Marvel, Wisdom of Solomon and the Courage of Achilles still bestowed their knowledge upon him as Billy Batson. Between these libraries of history and tactics, he had enough wits and knowledge of battle strategies that gave him an upper hand on his foes, who were little more than street thugs.

Ducking low to keep out of reach, he delivered two punches to the stomach of the closest teen. He then dodged out of the way when the attacker lunged, leaving only his leg out to trip the enemy on the way out.

As he pulled out, one of the two remaining boys grabbed him from behind, pinning his arms. The final one then ran at him with the knife. "This'll teach you, ratty!"

Before the attacker could make good on his threat, Billy kicked out again, hitting his enemy below the belt, causing the teen to drop the weapon and crumble in an instant. On the rebound, he kicked his captor in the shin, which got him loose enough to deliver and elbow to the gut.

As soon as he was freed, he grabbed one of the abandoned crutches. This he wielded up as one of the previous boys grabbed and lunged again with the knife. He used the crutch to continue the attack from a good distance, and with a few good blows, he was able to send the weapon flying back. One of the teens did try to retrieve the knife, but this time the boy in the green coat reached it first and brandished it threateningly.

"It's over now," Billy said firmly. "Do you still want to fight?"

The teens scowled, but it was clear that the fight had been beaten out of them. "This isn't over! Our father's going to hear about this!" With that, they ran off.

"Sorry about that," Billy said as he and the green-coat boy helped the previous captive up and returned the crutches. "I don't think they'll be bothering you again."

The boy gave a dry laugh. "Oh, they'll be back, just once they're sure you're not around. Name's Freddy Freeman. Thanks for the help by the way."

"Billy Batson," Billy introduced. "Do you know why they were attacking you guys?"

"Mary Bromfield," the older girl introduced. She had moved closer since they started talking, and seemed to be studying him intently, though if she was, she wasn't about to speak about it. "As to why, there could be any number of reasons. Once the Bryer boys decide you're a target, they don't leave you alone."

"Of course, I've never seen anyone lay them out like that before," the green-coated boy stated. He held out his hand and gave a friendly smile. "Pedro Peña pleased to meet you."

"That was so cool!" The little girl, who appeared to be several years younger than Billy, exclaimed as she threw her arms around his waist. "My name's Darla. How'd you learn how to fight like that?"

"Darla, it's not polite to just hug people you just met," the boy with glasses scolded. He turned to Billy and gave a shrug. "Sorry about that, she'd just really affectionate. I'm Eugene, by the way. Eugene Choi."

"It's alright," Billy assured as he was released. Frankly, he was just pleased the other kids weren't treating him like he was diseased or something. "I've just had…experience having to defend myself."

"Those were some pretty good moves," Freddy replied, nodding appreciatively. "Of course, I could have handled it myself, but I always appreciate a hand now and then."

"Right," Mary replied, giving a slight eye roll. "We'd better continue out errands. Mom and Dad'll get worried if we take too long." She smiled at Billy. "You're welcome to come, if you like."

"That's alright, thanks," Billy replied. "I'm not exactly welcome in stores. Where's the library, by the way? There's some…stuff I gotta do there."

"That's on Oak Street," Pedro directed, "about three miles that way."

"Thanks, I think I'll head that way." Billy started heading in that direction, happy at least to have a destination.

"Hey, Billy, one more thing," Freddy called out before he could go too far. "There's a soup kitchen on 65th. They're open from noon to 7:30."

"Thanks again!" Billy called before rushing off. "I'll be sure to check it out!"

* * *

In the library, Billy was pleased to find that a kids' section had been set up. It was mostly for littler kids, with toys he was far too old for scattered this way and that, but a smaller section had been designated for older kids. It had couches and a few large cushions that appeared to be acting as seats in their own right.

The whole place was set up around the flattest television Billy had ever seen, and remote controls were scattered around it. Two boys were using the remotes to control the pictures on the screen, in this case pictures of oddly dressed men that were fighting each other. It was rather fascinating to watch, and a part of Billy wanted to ask if he could try. However, that would mean asking for an explanation of what they were doing, and for instructions on how to do it. Remembering the looks of derision he received every time he admitted to not understanding something about the technology of this time, he held back, instead just enjoying the warmth of the building.

To his disappointment, there was no free food out, so he satisfied himself with a water fountain that was set up in the café area, with the promise to himself he'd go to the soup kitchen later. It looked very different from the fountains he seen before, but he'd figured it out after watching one or two other people use it. He had gotten up to get a drink when he overheard a report coming from the TV set up for the patrons.

"…and if you look behind me," a blonde reporter stated, "you can see the damage done to the fields by whatever it was." Sure enough, behind her was the image of destroyed crop fields that had deep trenches, like footprints, dug in them. Billy's stomach turned, as he thought he knew that place.

"Thankfully," the reporter continued, "the crop had already been harvested, but few people can explain what could have done such damage. One person does claim to have seen it, though."

The picture changed to an old man who was standing in front of the field. A name bar reading Ezekiel Fasman was on a label in front of him. "I saw it myself!" he exclaimed. "A huge robot, all black and gold and silver with a pointy head just got up out of the ground! Tore up everything in its path! The missus and I were lucky enough to get away with our lives!"

"There you have it, folks," the reporter finished. "Wisconsin farmers are in terror of this new development. Only time will tell if we are dealing with robots, or something far more sinister."

Billy gritted his teeth. Mr. Atom got out somehow. Captain Marvel would have to deal with this personally. Without another word, he slipped out of the library and looked for some place he could change without being seen.


	2. Chapter 2

Tawny wandered through the streets of Fawcett City, trying his hardest to look like he was on a lazy, aimless amble, as feral cats have a tendency to do. In truth, nothing could be farther from the truth. He was on an important mission, and one he had been carrying out for decades.

When Tawny had been first ordered by the Wizard Shazam to stay in Fawcett City to recruit and keep an eye on the new champion, he had wondered why he was being tasked as such. After all, he was a fae tiger, and there weren't many tigers in cities period, none the less cities in Wisconsin. It was a nice change of pace, true enough, but it still required him to keep to his form as a cat, which he was not particularly fond of.

Then he met the new champion. Billy had been eight years old at the time, and a tiny, malnourished eight on top of it. For a human kitten to be alone by himself so young was unthought-of. The only times he had ever heard of such practice was in ancient times, when some cultures wished to kill those kits. Tawny found the practice barbaric and was horrified to find evidence of it still occurring.

He supposed Shazam felt similarly, and that must have been the reason Billy was given the powers of the champion at such a young age. As Captain Marvel, no one would be able to cause him physical harm. He could defend himself from attack and none could match his might.

Tawny, however, was still distressed by the cub's insistence of living on his own. Even when he achieved a paying job (an amazing feat, even back then), he was not making enough to properly support him. Billy was still horrible malnourished and lived in squalor, though he used props to disguise his poverty from anyone who might be able to aid him. He also insisted at every opportunity that he was self-sufficient.

Thus, even back in the past, Tawny had kept his eye out for families that might be willing to open their homes to the child. Back then, it had been more difficult for him to search them out. Filing for such homes were done on paper and physically stored in filing cabinets. Not many people were too keen allowing even cats near those drawers, though Tawny snuck glances whenever was possible. Still, he searched for four years, and nothing appeared that was opportune for the boy.

Then Billy started his sleep. Shazam had sensed it right away. The champion was lost, but in a temporary manner. All that needed to happen was for whatever spell had bound him to wear off, and he would return. The wizard had even sensed that the spell had a natural limit, and thus the champion would be set to return.

As such, Tawny kept his watch for any who might be willing to take in an older cub. With the advent of the computer, that made things easier. He had set up connections that would allow him to search servers to look at lists of families who had applied for adoptions, along with preferences of age, gender, situation, and such.

Admittedly, Billy's age had narrowed the field down significantly, to the point where Tawny had been worried that an ideal family could not be found (and it must be ideal, if he was to keep any ideas of running away at bay). However, not too long before Billy had awoken, he found them.

Tawny ran across the neighborhood street and strode over to the house. It was in a more residential area, one of the few in the city that still had yards and lawns. It was a larger house, which was needed for the larger family.

It was the residence of Victor and Rosa Vasquez, a Peruvian-American couple who were natives to Fawcett City. They were relatively young, at least compared to the other families Tawny had been considering. Upon discovering their inability to have kittens of their own, they had opened their home to other cubs. The two had proven their capabilities of caring for the kits brought to them. They were already caring for five other cubs (all the better, in Tawny's opinion, as Billy had not had much opportunity to spend time with his peers), and recently the parents had decided to take in a sixth child. Tawny just needed to make sure that they had finished up the paperwork and were sending it off. Once they had, he would make certain to arrange events so that Billy would be the lucky recipient.

He came in now because earlier that day he had seen their other kits out running errands. Tawny had kept close watch on the family, and he knew that Victor and Rosa didn't let the kids know about newcomers until things were finalized. There was no need to get their hopes up for a lost cause, after all. Of course, the first set of files were applied online, but the adoption agency they worked with required hard copies of forms along with the electronic ones. It would take a separate trip to make sure all the paperwork was in place. Once he saw the five kits on their way by themselves, the tiger could only assume that meant it was time to send the print work off.

Sure enough, Rosa was leaving the house just as he came up. Seeing that she was already outside, he came up with his usual act, rubbing up against her legs and letting out a friendly purr.

Rosa smiled when she noticed him. "Hello, there. I suppose you're hoping for scraps, aren't you?"

Tawny had not, at this time, though he knew well this was a good house for such ventures. It had not determined his selection for the Champion's guardians, but it had been a nice fringe benefit.

"I'm afraid I don't have any today." Rosa leaned down and stroked the cat on the head. "Now, I've got to get going little guy. I need to turn these in before the kids get back."

Tawny meowed, knowing humans loved that sound for some reason he had yet to figure out. Using this close position, he glanced up at the papers Rosa had gripped in one hand. Sure enough, they were exactly what he was hoping they were.

His check in now complete, he rushed off, hurrying away down a sidewalk street and behind some garbage cans. Rosa would no doubt spend a moment watching him leave before finishing her errand. That was fine by Tawny, as he now finished his.

He intended to go back to the entrance of the Rock of Eternity to see how the repairs were going and to give Shazam the update that he'd finally found the right family. However, before he could make his move, he realized he was being followed.

Out of the corner of his eye, he saw a mass of feathers hopping around behind him. Crows were not alien to Fawcett City, so he had ignored it for the most part. Now, however, he realized that the bird was following him.

Still, he pretended not to notice. He had no intention of letting the bird know he was on to him, but he had no intention of leading the bird to the Rock of Eternity's new entrance, either. He needed to lure him to an area of seclusion before they could properly confront each other without being seen by any humans.

As such, he moved towards the edge of the city. No one would take notice of a cat and a bird moving along the busy city streets, so there wouldn't need to keep any more watch then to make sure his opponent followed him.

Then he made it out to the old subway stations. As this was the area where the Rock used to have its entrance, this would be especially useful in tricking the bird into thinking he was being led there. Once inside, Tawny would have all the advantage.

He slunk into the shadows of the tunnels and waited to see if the bird was truly following him. A real crow would have little reason to come into old tunnels like this, but sure enough, the one he had spotted flew it. He fluttered around, apparently looking for something.

"Are you lost?" Tawny asked. As he spoke, he changed, shifting from cat to tiger to his true form, a massive fae tiger with long sabered fangs.

The crow seemed to respond in shock, fluttering around and attempting to fleet the tunnel. It took a simple bat from Tawny's paw to knock him back. "Don't play dumb, Bird. I know what you are."

The bird paused for a moment before responding. "Alright, I appears you weren't fooled," he commented, shifting a to massive fae raven.

Tawny raised his hackles. "You know no one who is not under orders can be in the mortal realm. Why are you here?"

"Food is plentiful here." The crow gave a smirk. "Especially when you take the true form. Whole meals just abandoned…"

Tawny let out a roar that silenced the raven. "By the fang! If you have harmed any humans to fill your gullet, I swear I'll tear out your miserable eyes!"

The raven seemed to realize who was in charge here. "I didn't hurt them, I promise! I just scared a couple, that's all! They'll all live!"

Tawny backed down. "Get back to your proper realm now. If I hear anything of the like…" He didn't have to finish, as the bird was already gone.

Once the bird had left, Tawny turned, all the more determined to make it to the Rock. If this one fae bird had made it through, what others had?


	3. Chapter 3

Captain Marvel flew through the skies as fast as he could, scanning this way and that to find any sign of Mr. Atom. Unfortunately for him, despite the rampage he had caused, there was no sign of the robot anywhere.

Deciding his best course of action would be to start at the point of origin and move out from there, he flew to the bunker where so long ago, he had helped to seal away the robot in the first place.

By the time he made it there, one thing became clear to the hero: this place was long abandoned. Like the lair where he had spent a century, the bunker was in a state of ruin. Metal was rusted, glass was cracked, and dust had gathered everywhere.

"Holy Moley!" the Captain exclaimed as he examined the room. "It looks like no one checked this place since we locked it up!" He went over to a log book which was sitting in one corner and took a look at the last date logged in it. "1977. So, they only checked once." He gave a disappointed frown.

"Well, I guess I shouldn't be surprised he escaped then." Flying over to the main holding area, Captain Marvel went to see how Mr. Atom had escaped. He hoped that such an investigation might at least reveal where the evil android might have headed off to.

The discovery he made when he reached the chamber, however, shook him to his very core. "What! He's still here!"

Sure enough, the great decaying corpse of Mr. Atom was still in the very stall the Captain had assisted in locking him in. It appeared that, over time, the massive android had just shut down. It wasn't clear if he had been killed or time had just taken its toll, but either way, the behemoth was still there, but a mere rust-eaten shell of what he had been.

Regret filled Cap as he looked at the scene, as any death troubled him, no matter how deserved. He had harbored at hope that there might have been a chance of rehabilitation after the main weapons were dismantled, but it appeared that was never on the table.

However, he couldn't mourn long. This discovery had solved the mystery of the apparent escape, but had opened a new, larger problem. It was clear now that Mr. Atom hadn't escaped, but the question was, who was it that the farmers saw.

Since he had found his former enemy dead and the bunker completely abandoned, Captain Marvel did not feel right just leaving the body to decay. Moving fast, he destroyed the supports of the bunker and flew out as fast as he could. Several tons of earth, rock, and rubble came down, burying the place completely. Talking a breath, the hero held a moment of silence for the deceased before hurrying off.

As the bunker had been a dead end, he thought the best place to check next was the farmlands where the "robot" had been seen. As he raced over the Wisconsin farmland, he took stock of everything around. For the most part, it was just cropland and the occasional animals. Every now and again he saw some people. If they noticed him, they waved and cheered. He blushed with embarrassment when that happened, but he returned the greeting. After all the grief Billy had received from this strange new world, it was at least comforting to know that the Captain was welcome.

When he got to the fields that the reporter had been examining, however, the damage done was just as the report had stated. Long tracks of dirt and turf had been ripped up and tossed around. It almost looked like footprints.

There appeared to be a pattern to the field damage, unsurprisingly heading in the direction of the city. When he came down to the most recent one, however, there appeared to be no sign of the one who caused it, and no sign of where it went.

What there was, however, was a WHIZ Media van parked outside alongside the local police. The blonde reporter was interviewing the farmers, no doubt trying to get their word in on the story. Captain Marvel touched down there, deciding that the information might help him on his own search.

As soon as he had touched down, there was a momentary pause. Everyone looked on in shock an amazement as the hero strode over to join them. Truth be told, it made the Captain feel awkward and self-conscious, and he wished they'd stop staring.

He was about to speak when the blonde woman came up to him. "Ladies and gentlemen, I can't believe what I'm seeing," she stated into her microphone. She eagerly hurried over to meet him, motioning to her cameraman to follow. "For the first time in a century, the legendary Captain Marvel, here and in person!"

Cap turned a brighter shade of red than his uniform, and for the first time wished his cape had a hood so he could hide in it. However, he couldn't waste his time on his own embarrassment. "Ma'am-" he started, but the reporter cut him off.

"Helen Fidelity, WHIZ News," she introduced. "Do you have any idea what is causing these vandalism incidents?"

"Actually, Ms. Fidelity, that's what I'm trying to find out," he replied. "I was hoping to get some information on anyone who might have seen it.

Fidelity gave a girlish giggle. "Well, aren't you proper," she added in a voice too low for her microphone to pick up.

Before he could reply, she turned back to the camera. "You heard it here, folks. It looks like Captain Marvel's already got the situation in hand!" She flashed a bright smile. "I know I feel safer already. Back to you, Scott."

Once the camera man gave the signal that they were on break, she immediately turned back to him. "The police captain is inside, interviewing the couple who live here. They think they might have an idea of what's going on here. Care to join?"

"After you, ma'am," he replied, and she returned an overly pleased smile. He couldn't help but wonder why she kept smiling at him like that, but he supposed it might be one of those future things he just didn't get.

As they went into the house, they saw a man and a woman who were talking wildly to the police. "It's his fault, I tell you!" the woman was shouting. "All those nasty contraptions and such! He's the one who's behind it all, I tell you!"

"Alright, ma'am, please calm down," the police officer was saying. "Now we'll investigate in-"

"You can't just investigate!" the man replied. "He's destroying everything!"

Curiosity stirred inside of Cap, and he couldn't help but speak. "Who's destroying everything?"

Once again, just like when he landed by the news reporter, there was a moment of silence when the people realized who had just come in. "As I live and breathe!" the woman declared. "You really are back!"

"And just in time, too!" The man snapped his fingers and gave a wide grin. "Captain Marvel, in the flesh! If anyone'll know what to do about that troublemaker, it's you!"

"I'm sorry," Helen said, sounding slightly annoyed to be completely ignored. "What troublemaker?"

"I'm sorry," the police officer said. "It's just a theory we have now."

"It's more than a theory!" the woman exclaimed. "He's behind it all!"

Captain Marvel stepped in. "If you don't mind, ma'am, would you please tell us who you think it is?"

The woman beamed. "Why, certainly. My name's Myrtle Demsworth, and that's my husband, Clive. We've got this nasty neighbor who lives a few houses down, Tom Alcmin. Nasty piece of work, and with the creepiest hobby, too. I thought it was a relief that we hadn't heard from him in a while, but then all of this started up."

"Creepy hobby?" Helen asked. "What do you mean?"

"We mean he collects memorabilia for all your enemies," Clive responded, looking directly at Cap. "He even built his own replica of that robot guy. What was it? Sargent Nucleus?"

"Mr. Atom." Cap closed his eyes. "That would make sense. I had assumed Mr. Atom was behind this at first, but I found his body back at the bunker where he had been imprisoned. A replica would explain what is happening, though."

Opening his eyes, he turned to the officer. "You wouldn't mind if I followed this lead, would you?"

The officer gave a nod. "Lead the way."

* * *

Once they had received the address where Alcmin lived, Marvel wasted no time in heading there. It was nearby, so he had no doubt that the police and the reporters would be right behind him. However, he wanted to make it there first just to check things out.

When he made it to the farmhouse, he couldn't help but notice how normal things look. Just a typical Wisconsin farm, with a large barn to one side of the house.

He decided that it would be best to start by looking in the barn. The door was partially opened, which seemed odd enough in itself, so he supposed that might be a place to start. He was not prepared for what he would see inside.

Of course, he had remembered the Demsworths mentioning that Alcmin was obsessed with Cap's enemies, but he was not ready for the sheer amount of villain-worship present. Veritable shrines had been set up in the barn for the likes of Dr. Sivana, King Kull, the black Wizard Oggar, Captain Nazi, Bram Thirla, Mr. Atom, the Spider, Mr. Mind, and others. News clippings, bits of costumes or failed inventions, scattered here and there. It was clear Alcmin had worked for a long time to build his warped collection.

There was also signs that he sided with the mad men he venerated. Pictures and effigies of Captain Marvel were scattered here and there in various states of abuse. Ripped, burned, shredded, knives sticking out, pieces shattered everywhere. The whole barn was littered with such debris.

"Holy Moley," Cap muttered as he looked around. A sense of revulsion for the spectacle and pity for the man who built it filled him. "This poor man is out of his mind. Once we find him, he needs to get some psychological help."

Despite the creepy atmosphere proving that Alcmin wasn't right in the head, Captain Marvel could not find anything linking him to the sudden robot attacks. As he prepared to leave, however, something gleaming caught his eye.

It was a small flask, ornately carved and with a golden lock on the stopper. It was sitting on top of a pile of paraphernalia devoted to Mr. Mind, with the stopper hanging open and a layer of dust gathering on it.

"No! It can't be!" A sense of shock and terror filled the Captain when he laid eyes on the empty flask, for he recognized it in an instant. It was the very flask that had been given him by the Wizard to imprison Mr. Mind, and the very flask that Tawny had reported stolen.

Marvel didn't have time to ponder what this meant, for as soon as he snatched the flask up, a shriek of terror came from the house. In an instant, he hurried over to answer the call.

Helen was standing outside the house, her face white as she bent over, throwing up as she did so. Captain Marvel joined her as soon as he saw her. "What is it? I heard a scream."

For once, the reporter was speechless, and her cameraman equally so. She started to hobble towards the news van, still quite shaken up by whatever it was that scared her.

Without hesitation, Cap offered his hand and helped to steady her as she went back to the vehicle. He then took off his cape and handed it to her to use as a blanket once she was securely in the van's passenger seat. "Ms. Fidelity are you alright?" he then asked.

In response, she pointed at the house. "I…I found him. In there." Her voice was weak, and it was clear whatever she had found had shaken her badly.

Turning his gaze to the house, Marvel set his jaw. "Alright, I'm going in." He turned sympathetically to her before he left. "You just stay here. I'm sure the police will be here soon."

"Alright. Will do." She gave a weak smile and a thumbs up.

Getting ready for whatever was inside, Cap made his way over to the house. The front door was still hanging open, and even from the distance, a reeking odor was coming out. If it wasn't for the Stamina of Atlas, he might have thrown up then and there from that alone.

Still, he kept on. Nothing was apparent from the hallway, so he went in, pushing through the house. Even there, signs of Alcmin's mental instability was everywhere. The place was barren of decorations, with peeling wallpaper and faded carpets. A few pieces of memorabilia was scattered inside, no doubt being prepared to join the larger collection in the barn. Over all, the stench powered over everything else, and Marvel unbuttoned his lapel, so he could pull the cloth over his mouth and nose to protect them.

He soon found Alcmin, and the source of the stink. His corpse was laying in the middle of the living room, and he was clearly dead, though by the look of the room he had not been dead for as long as his state of decay suggested. By that point, he was a dehydrated mummy, with paper-thin skin pulled over empty bones. Bones that, no doubt would be covered with tiny bite marks. It hadn't been the first time he had found such a sight, but it always sickened him. Having found more than enough to prove what he believed, he hurried out of that horrid place.

As he left the house, he was soon met by the police officer from before, who was with another officer. "Captain, there you are," the first officer called out. "Did you find Alcmin?"

Cap nodded. "I did, or what's left of him."

"What's left?" The second officer looked surprised. "He was murdered?"

"Yes, and I know by who." Captain Marvel rebuttoned his lapel and showed the officers the crystal flask. "This is the flask I imprisoned Mr. Mind in over a century ago. Somehow, Alcmin got his hands on it, and I suspect it must have been the end of him.

"Wait, Mr. Mind?" The second officer's expression changed, and it looked like she was about to laugh. "You mean that cute little worm you used to fight."

Cap's expression suddenly grew grim, and both officers involuntarily cringed back from the look in his face. "Do not take his small appearance for granted. I have faced many foes in my day, but Mr. Mind was one of the worst. What Sivana did in grasping for power, and what Captain Nazi did in pursuit of his twisted vision, Mind did for _amusement_. He has no grand scheme, no great design. He slaughters and _cannibalizes_ because it staves off his boredom. He may be small, but his malice is his _entertainment_ , and with his psychic powers, if he's not caught, he will be a danger to the world."

"I need to go and catch his trail," Cap said once his explanation was finished. "You stay here. You may also want to check out the barn. There may be objects of interest there." Without another word, the Captain took to the sky.

* * *

After taking off, Captain Marvel searched for any sign of where the foe might be active. Unfortunately, he currently couldn't think of any pattern that might give hint to where Mind was going, other than back to Fawcett in general. However, Cap had flown there _from_ Fawcett, and hadn't heard any sign of the robot at all.

Eventually, he decided that his best course of action would be to head back to the city and hope he could gain information along the way. Not a half hour into the travels, however, and he soon received what he was looking for, and in the worst way possible.

He was flying close to the roadways leading into the city, which had in the time since his activities, become larger and wider. He wasn't sure why this had happened, but he wasn't familiar with city growth. He supposed he could ask someone, if he could find someone who would know, but that wasn't his concern now.

As he got closer to the city, he soon spotted the enemy. Admittedly, from a distance, he supposed it might look like Mr. Atom, but the difference were incredibly clear to him. It was much more shoddily built and had the look of something a fan might make without the resources to actually get quality material. Of course, only he would note this, as no doubt Mind had used some sort of projection field to make it look more authentic to those who were not defended from illusions.

At the moment, however, that was not what Captain Marvel was concerned about. What he was concerned with was the fact that the robot had smashed through the support beams of an overpass bridge.

There was a sickening crash, and the cars not yet on the bridge skidded to a halt as the destruction occurred. Marvel moved fast, slamming the robot back into the empty plots of land before moving in to hold up the collapsing structure. He was only able to keep a grip on it all long enough for those on and under the bridge to get away. It wasn't the weight that was the problem, but the fractured structure. As soon as it was safe, he let the shattered fragments of stone and metal fall to the ground.

As soon as the destruction had occurred, people on either side started getting out of their cars, looking around in confusion. "Everyone!" Cap called out, hoping to warn the crowds. "You need to evacuate the area!"

"What's going on?" one man called out, and several other people muttered similar comments. Realization then hit the Captain. Mr. Mind must have cloaked the robot, so it couldn't be seen. To these people, the bridge had just collapsed for no reason.

He was ready to explain, but all of a sudden, the robot's hand shot out, smashing into him and sending him flying before snatching him up and pulling him back. At the very least, this reaction did get the civilians fleeing, though Cap himself had been stunned by the sudden attack.

He was pulled back to the body of the robot, which despite its crude appearance, was incredibly strong. "Captain Marvel," the robot stated in a voice mimicking Mr. Atom. "Your interference is once again quite irritating."

"Cut the act, Mind!" Cap called out, squirming free of the 'bot's grip. "I know it's you in there."

There was a moment's pause, followed by another voice speaking out. "Quite clever, Captain Marvel," Mind replied in his own voice. "I suppose you found my former benefactor's supply." Without pausing in his speech, he swiped at Cap.

"And his remains." Marvel responded by gripping the robot's arm and giving a twist. "You've escaped your prison, now I know, so your going back right now." The arm came off in an moment, and he slammed it into the torso, expecting it to send the bot flying.

Instead, however, the arm sank into the robot and was reabsorbed so fast that it was snatched out of Marvel's hands. "Shocked, are you, Captain?" Mind asked. "It's nanotechnology. All the rage in current human robotics. My former host dabbled in such work. As you can tell, he wasn't a very good artistic imitator, but he did know his nanobots well."

All while he provided the explanation, he shot out the other hand, which proceeded to meld around Cap, pulling him into the primary body. Marvel was able to escape, though only after a moment's struggle against the surprisingly strong bots. _Ug,_ he thought, _that feels like living quicksand!_ He made a mental note to find out more about these nanobot things once this was all finished.

"Your tech may have changed, Mind," Marvel stated as he moved in for the attack, "but you're the same old you. Once I get you out of this thing, it'll all be over!"

"Oh, my dear Captain, you think I need to be in a robot to control it anymore?" The worm gave a laugh, which caused the hairs on the back of Cap's neck to stand on end. "The only reason I piloted those old clunkers back when I did was the technology was so far behind that I was unable to psychically link up to them." He repeatedly shot out his fists at Marvel, forcing the hero to fight off four of them at once. "I assure you, that is no longer a problem."

Captain Marvel fought back gallantly, striking out at the projectiles as they lashed out at him. When he struck the fists, they melted away apparently into dust, but soon came back together. _These things are millions of little pieces, working as one_ , he thought to himself. _There must be something holding them all together, but what?_

He examined the robot as he fought, but nothing on the outside suggested what was keeping them together. He soon realized that the core component must be held somewhere inside the bot, where it couldn't easily be attacked. Getting to that core would be difficult, if not impossible, given the fact that the robots simply put themselves back together when blown apart.

Which left him with only one gambit.

Taking a deep breath before playing his hand, he allowed the nanobot fists to slam into him, engulfing him. Wham! Bam! Each one engulfed him fully, building up the prison of nanobots with each slam. Soon, he couldn't even move from how tightly packed they were around him, and the breath he had drawn was all the air he had access to.

He could feel the robots moving, likely pulling him into the mass. No doubt Mind meant to suffocate him and then take his body. It would fit the worm's MO.

Marvel made sure to hold as still as possible as he waited for the robots to finish their work. As they went, he began to build up a charge of electricity, subtle so his captor wouldn't notice, but powerful enough to pack a severe punch. Once he was both sure he was encapsulated, and the charge was strong enough, he let out the breath with one word:

 **"Shazam!"**

In an instant, a bolt of lighting cut through the sky, striking the Captain and the robot holding him. As he was changed, he also let loose with all the electricity he had built up. He had known that he couldn't fight a million tiny robots all at once with his fists, but with his lighting, every single one of them of was fried to a crisp.

When all was still, he head the voice of Mr. Mind once more. "Well done, William. You found a way to stop them all at once. Of course, this isn't over. Our little tête-à-tête will have to continue later. Good day." The voice then went silent, and he was alone.

Billy was, of course, still trapped in a huge mound of nanobots, and as soon as he had fried them, the pile began to collapse with him still in them. He was unharmed by the fall, but the weight of the dust-like robots on top of him kept him pinned, and there was only enough air to breathe. He was tempted to call out the word, but he soon heard people mulling around the huge pile. He couldn't risk the lighting striking the wrong person or traveling through the metal and electrocuting some innocent bystander. He'd just need to wait to be rescued.

Unfortunately, he had long to wait. For what seemed like hours, he held still, hearing people close enough that he couldn't risk a lightning bolt but too far away to help. Finally, the police came along to investigate, and he could hear voices murmuring closer to where he was.

"Help!" he called out with as much energy as he could muster. "Help, I'm stuck down here!"

It didn't take long. As soon as people heard a kid calling out, two men rushed over and started digging him out. After three minutes, twilight and cold air broke through, and in five, the men pulled him out. He was bruised, tired, and hungry, but he was still alive.

"Hey, kid, are you alright?" one of the men asked. "How'd you get in there?"

"I was grabbed. Captain Marvel tried to save me." It wasn't a lie, after all.

"Well, come on." The man said. "You should probably see a doctor."

Billy went along, fully intending to run as soon as they made it away from the nanobots. However, that plan was derailed as soon as they made it to the edge.

People rushed over to see the kid who'd just been pulled out of the pile, with the police staying close to make sure questions were all that was happening. Most of it was the traditional question, "how'd you get in there," "where are your parents," and the like. Billy got around them by just keeping his eyes down and looking dumbstruck. It usually was enough to make adults leave him alone. Eventually, they'd lose interest and he'd slip off with no one noticing.

One man, however, kept close watch, and seemed to have a vested interest in him. It was a youngish man, mid to late 20s, maybe, with a mop of ginger hair. He had asked a few questions, which Billy had given the same dumbstruck look at, but eventually, he did something else.

"Hey, kid," he asked, reaching out with some sort of handheld screen, "can I see your hand?"

Billy wasn't sure what to make of this. Of course, he had been keeping his hands in his pockets, so he assumed the man thought he might have injured it. Wordlessly, he reached out and let the man take it.

In a moment, the man pressed his hand against the screen, and there was a beeping noise. In a moment, the screen changed from black to green, and as soon as he lifted his hand, a bunch of files appeared on it.

As soon as the man saw the files, a broad smile broke out over his face. "I knew it! I thought I recognized you."

"Recognized…?" Billy stated, but he was pulled in front of a cameraman before he could say anything else.

"Good evening, Fawcett City, and what an evening it is!" the man started. "I'm Tom Tyler for WHIZ Media News, and I'm standing at the sight of the attack of some sort of nanobot attack. While the police aren't sure who initiated the attack, I can say that another amazing discovery has been made!"

Here, he placed a hand on his shoulder. "This young man was discovered at the source of the attack, apparently having been taken by the robot and rescued by Captain Marvel. Now, I would have thought this moment impossible, but since both Dr. Sivana and Captain Marvel have been discovered alive and well, I can see no other explanation. Does he look familiar to you?"

A pit grew in Billy's stomach as he figured out where this was going.

"I sure hope he does," Tom went on, "because the WHIZ Media finger printing vault has identified him as none other than our own long lost radio correspondent, Billy Batson!"

In a moment, the other reporters, who had heard the statement, came swamping over. Billy let go of any ideas of getting away that night.


	4. Chapter 4

Tawny's search for the entrance to the Rock of Eternity had been fruitless, and that didn't help to lessen his anxiety. People from other dimensions were making it through because the Rock was no longer acting as a gateway. He'd need to find where it was if he was soon if there was any hope that it wasn't broken completely.

Sitting down on the support beam of a craft shop he frequented, the fae cat thought hard about what he was to do next. He knew, at the very least, that some connection between this world and the one he was native to had been opened. He might not be able to make it to the Rock of Eternity, but it shouldn't be all that much trouble to find that rift. Maybe the gate to the Rock from that side wouldn't be damaged, and he could find the Wizard that way.

Yes, Tawny was beginning to like that plan. He'd return to his own world and seek the gateway from that side. Even if the gate was lost there as well, he had options. He was sure one of the hares might be able to help him from there. No realm was hidden from their tunnels.

"But that still leaves one problem," he muttered to himself. "I cannot leave Billy here by himself." He thought for a little while. "I could take him with me, but that would require him leaving this realm, which he's not likely to do. Not, at least, with so many of his enemies on the loose."

As he thought, he soon head the last thing he expected. The news was playing on a TV the shop owner had playing in the store, and a special report had just come on. "I sure hope he does," the reporter stated, "because the WHIZ Media finger printing vault has identified him as none other than our own Billy Batson!"

In a moment, Tawny's ears perked up. The boy had been discovered, and it appeared that other humans were taking notice. Now taking him out of this dimension was completely out of the question. Someone would be bound to notice.

But that also meant that humans would need to find him a family. Gone was the time where they could just lock up a child in prison for the crime of being alone. There would be a time crunch, of course, and since Billy was well known and the situation was unusual, they'd probably want someone who was relatively unknown yet experience with caring for orphaned and abandoned children to come in. It would be last minute, but someone would need to be found.

Tawny gave a wide grin, and he hurried out into the chilled November air. The building where all the foster kid situations was nearby, and if he hurried, he'd could play his hand.

When he got there, Marty, the old man who usually made the calls, was fast asleep at his desk. That was all the more to the cat's benefit.

As he slunk in, a woman called in from outside. "Hey, Marty, we've got an emergency call."

"Yes?" Tawny asked, doing his best to mimic Marty's voice.

"It's that Batson kid, from the news!" the woman replied. "He's all alone, and the police don't want to hold him for too long. It'll attract sightseers. We'll need a family to take him, and right away. Can you make the call?"

"I'm on it, Meg." Tawny waited for the woman to leave before going to perform his duty.

Moving quietly, he changed into his favorite form, a six-and-three-quarters-foot-tall anthropomorphic tiger in a green tweed suit. It was not a form he got the opportunity to use much, but it worked whenever he needed to handle things like a human.

Hurrying over to the filing cabinet, he opened it up and selected the file. Tawny knew that with how recent the paperwork was turned in, this family would have been the last on the waiting list for a child, but he needed a family he was at least confident would be a good fit for Billy. With the young champion's life on the line, there was no leaving things up to chance.

Opening the file to select the phone number, he dialed it and waited for a response. Thankfully, it came quite soon.

"Hello?" a man asked.

"Good evening, sir," Tawny greeted. "Is this Victor Vasquez I am speaking with?"

"That's me," the man replied.

"Very good." Tawny grinned. "This is the Adoption Center of Wisconsin, replying to the foster request form you sent in."

"That was fast." Victor sounded quite surprised. "We just submitted those today."

"Yes, well, an emergency situation has come up, and we need a home right away." Tawny bit his lip. If anything was going to go wrong, it'd be here. "Are you available?"

"Just one moment." Victor placed the call on hold, no doubt to discuss what had just occurred with Rosa. After a moment, he came back. "We'd be happy to help," he stated.

"Very good!" A feeling of relief overtook Tawny. Billy would end up in good hands. "Listen carefully, because I am afraid things are going to get strange..."


End file.
